Exhibit









Form of Annual Performance Bonus Plan
For Executive Employees 


	
		
	Document: Annual Performance Bonus Plan for Executives
	Applicability:  Executive employees (Vice President, Senior Vice President, President and Chief Executive Officer (“CEO”))

	Approved:
	Effective Date:

	Amended & Restated:
	Review date:  Annual








Purpose


The purpose and scope of the Annual Performance Bonus (“APB”) Plan Document for Executive Employees is to define the process to award the annual incentive bonus and to ensure the Plan parameters are managed consistently across Avago Technologies (the “Company”).


Introduction


The Company has established the Annual Performance Bonus (“Program”) for eligible executive employees.  The objectives of this discretionary Program are to:


		
	▪
	Share the success of the Company


		
	▪
	Reward employees for outstanding business results


		
	▪
	Recognize levels of individual performance multiplier 


		
	▪
	Foster teamwork


		
	▪
	Retain employees


Program Period
 
Incentive awards under the Program are based on Corporate performance and, where applicable, Business Division or Function performance measured against predetermined targets for each Program period.  The Program period begins on the first day of each fiscal year and ends on the last day of the fiscal year. 









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Eligibility


Prior to the beginning of each Program period the criteria for participation in the Program will be set by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”)  and recommended to the Board of Directors for final approval.


Conditions of Eligibility: All regular full-time and regular part-time executive employees who are:
		
	•
	Not on a Sales Incentive Plan (SIP)


		
	•
	Employed before fiscal year fourth quarter


		
	•
	Employed on the APB payout date


		
	•
	On leave of absence (“LOA”) with eligible earnings during the Program period




Description


The performance results for the Program period are based on a weighting system comprised of Corporate performance and where applicable Business Division/Function performance.


		
	Corporate  
	Corporate performance for the Program period will be based on the


Performance        attainment of Company targets as defined for the specific fiscal year:  Targets 
are approved and recommended by the CEO and the Compensation Committee to the Company’s Board of Directors (the “Board”) for final approval. Attainment measurements and targets are maintained by Finance.


		
	Business Division
	Business Division or Function performance for the Program period will be


or Function         based on the attainment of Business Division or Function goals. Goals 
		
	Performance 
	are approved and recommended by the CEO and the Compensation Committee to the Board for final approval. Attainment measurements and targets are maintained by Finance.


    
		
	Program Award
	The Program award payout (“Program Award”) for each participant will be


		
	Determination
	determined as follows.  






Definitions:
    
		
	1.
	Eligible Earnings:  Represents base wages paid during the performance period and includes vacation, holiday and sick pay. Eligible earnings exclude disability payments, bonus payments and allowances.  Total eligible earnings for the Program period will reflect part-time status, unpaid LOA, hire date or re-hire date.  




		
	2.
	Attainment %:  Payout on performance attainment for each goal between the threshold and the maximum will be determined by a linear formula.




		
	3.
	Performance Multiplier:  Based on performance each participant, other than the CEO, will be assigned a performance multiplier on a scale of 0.5 to 1.5 by the CEO, subject to the review and approval of the Compensation Committee, and in respect of the CEO, the Board. In the 



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discretion of the Board, the CEO may be assigned a performance multiplier on a scale of 0.5 to 1.5. 


		
	4.
	Target Bonus Percent:  Percent of eligible earnings that will be paid if the Company and Business Division/Function attainment is 100% of goals.  This percent is assigned to each executive function or individual, as determined by the CEO and the Compensation Committee, or by the Board in respect of the CEO.




Target Bonus Percent is prorated based on eligibility and may be prorated based on a change in an executive’s function or position that results in a change in Target Bonus Percentage during the performance period.


Any exceptions require approval from both the CEO and the Compensation Committee, or from the Board in the case of the CEO.


Payout 


The fiscal year end payout is made in cash after the end of the fiscal year and is calculated using the payout formula based on:
		
	•
	Actual attainment against fiscal year Corporate and Division/Function metrics


		
	•
	Current year performance multiplier


Payout formula


	
							
	FY Eligible Earnings


	x
	Attainment %
	x
	Performance Multiplier
	x


	Target  Bonus %



	Eligible  Earnings Paid in Local Currency
	 
	Performance Result for   Company and Business
	 
	Individual Multiplier
	 
	Individual Bonus % Based on Job Level








	
						
	Metric
	Weight
	Threshold
	Payout
Minimum
	Payout Target
	Payout 
Maximum

	Revenue
Growth
	25%
	__%1
	50%
	100%
	150%

	Operating Profit
	25%
	__%1
	50%
	100%
	150%

	Business Division or Function Results (includes Direct Expenses)
	50%
	Division/      Function Specific 2
	50%
	100%
	150%




               1 To be validated by Finance each year.
   2 Direct Expenses have a payout range of minimum 80% to maximum 120%



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In the event the Board elects to assign the CEO a Performance Multiplier greater than 1.0, the Board may elect to pay the portion of the CEO’s bonus amount that exceeds the bonus amount calculated using a Performance Multiplier of 1.0 in the form of an equity award, instead of paying such amount in cash. The Board shall determine the type and terms of any such equity award.


Policies and Practices


Various considerations may impact the administration and payout of the Program.  Such considerations may include, but are not limited to the following:


		
	1.
	Program Administration:  The Compensation Committee will establish guidelines for the Program in line with corporate strategies and objectives.  The Compensation Committee has final authority as to any issues related to the interpretation and the administration of the Program, including the resolution of any unusual circumstances.  Board approval is required if there is any change related to the CEO.




		
	2.
	Compensation Committee Discretion: The Compensation Committee will recommend and the Board will set the Program performance targets.  The Compensation Committee may, at its sole discretion, at any time alter, amend, suspend or in any other way modify the Program to align with the changing needs of the Company without prior notification to any participant, provided that any such modifications that affect the CEO shall be approved by the Board.




		
	3.
	Payment Authorization: Employees will be eligible to participate in the APB program period if they are employed before the fiscal year fourth quarter and remain employed on the payout date.  All awards must be approved by the CEO and the Compensation Committee, or by the Board in respect of the CEO. The Program award will be paid in full, as soon as administratively feasible, following the end of a Program period.




		
	4.
	Termination:  Any employee (other than the CEO) may be excluded from Program participation, at any time, at the sole discretion of the Compensation Committee, and by the Board in the case of the CEO.  Except as required by applicable law or regulation, in order to receive a Program award payment for the applicable Program period, an employee must be: (1) on the payroll, and (2) an eligible participant of the Program at the time of payout.  Except as required by applicable law or regulation, the Company will not seek repayment of a valid bonus payout if the employee terminates employment after payment for the previous performance period.




		
	5.
	Pro-rated Payments: Pro-rated payment will be made in cases as set forth below:




		
	•
	Position changes from non-sales to sales (on SIP) or from sales (on SIP) to non-  
sales.


		
	•
	Transfer between Business Divisions or Functions during the fiscal year of the performance period. 


		
	•
	Termination for disability:  In the event a participant terminates employment with the  
Company for disability reasons, such employee will be considered eligible for  
completed plan periods in which the employee participated.  



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	•
	Termination upon death: Upon the death of a participant, the award will be paid along with all other payouts based on eligible earnings during the Program period. 
Payment will be made to legal beneficiaries, as designated by the employee and on file with the Company.


 
		
	6.
	Right of Employment and Payment:  Management and the Compensation Committee reserve the right, at their sole discretion, to restrict participation in the Program at any time.  Participation under this Program does not affect the employment status of the participant and does not imply continued employment with the Company.  Either participant or Company may terminate the employment relationship at any time, for any reason, with or without cause.




Payments made under the Program are not an element of the participant’s salary or base compensation (“Compensation”) and shall not be considered as part of such Compensation in the event of severance, redundancy, resignation or any other situation unless required by local law.  The granting and receipt of payments under the Program is voluntary and at the Compensation Committee’s sole discretion, and does not constitute a claim for further payments regardless of how many times such payments have previously been granted to the participant.


		
	7.
	Unfunded Status/Right of Assignment:  No assets are reserved for this Program and no person has a right or interest in Company assets as a result of the existence of this Program. No right or interest in the Program may be assigned or transferred, or subject to any lien, directly, by operation of law or otherwise, including without limitation, bankruptcy, pledge, garnishment, attachment, levy or other creditor’s process.




		
	8.
	Taxes:  All awards payable under the Program are taxable as ordinary income in the year of payment and subject to applicable taxes and withholdings. Employees on a temporary relocation are paid and taxed from their home country.




		
	9.
	Plan Amendment or Termination: The Compensation Committee may amend or terminate this Program at any time, provided that any such modifications that affect the CEO shall be approved by the Board.  While the Compensation Committee intends that any amendment or termination would be prospective, the Compensation Committee reserves the right to act retroactively without prior written notice to the participants.




		
	10.
	Final Decision:  The Compensation Committee will make the final determination as to the eligibility for participation in the Program and any other applicable terms.  All decisions made by the Compensation Committee, or the Board, as applicable, regarding this Program shall be final.




This Program shall be governed by local laws and regulations.



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APPENDIX


Payout Examples at Target:  
This example of the fiscal year end payout is based on the following assumptions:
		
	•
	Employed full-time during the entire fiscal year


		
	•
	Annual Eligible Earnings in local currency is 200,000


		
	•
	Performance Multiplier is 1.5 or 150% applies


		
	•
	Bonus target is 30%


		
	•
	Corporate attainment for the fiscal year is 100%


		
	•
	Division attainment is 100%




(Note: The example does not represent actual executive level bonus targets or salaries)


Payment:  The fiscal year end payout is made after the end of the fiscal year and is calculated using the formula based on:


		
	•
	Actual attainment against fiscal year Corporate and Division/Function metrics


		
	•
	Current year performance multiplier




	
													
	Metric
	Weight
	Threshold
	Payout
Minimum
	Payout Target
	Payout 
Maximum
	 

	 
	Revenue
Growth
	25%
	__%
	50%
	100%
	150%

	 
	Operating Profit
	25%
	__%
	50%
	100%
	150%

	 
	Business Division or Function Results
	

50%
	Division/      Function Specific
	

50%
	

100%
	

150%








Payout Formula




	
								
	FY Eligible Earnings


	x
	Attainment %
	x
	Performance Multiplier
	x


	Target  Bonus %


	 

	Eligible  Earnings Paid in Local Currency
	 
	Performance Result for Company and Business
	 
	Individual Multiplier
	 
	Individual Bonus % Based on Job Level
	 

	200,000
	x
	100%
	x
	150%
	x
	30%          =


	90,000 payout







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